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UNP changes

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View the full Nov 9, 2026 version
Price
$297.01
Discount category
Far above intrinsic value
Next earnings
2027-01-22
Next earnings is estimate
Yes
Company name
Union Pacific
Sector
Railroads
About
Union Pacific runs the Union Pacific Railroad, a freight railroad with 32,889 route miles in 23 western states of the United States. It connects ports on the Pacific Coast and the Gulf Coast with the Midwest, and it has gateways to Mexico and Canada. It carries bulk goods such as coal, grain and chemicals, industrial goods, and containers and trucks for international and domestic shippers. Its main competitor in the West is BNSF Railway. Revenue was $24.5 billion in 2025 and $20.3 billion in the first nine months of 2026. In July 2025, Union Pacific agreed to buy Norfolk Southern, an eastern railroad, to form the first railroad from coast to coast in the United States. The Surface Transportation Board (STB) must approve the deal.
Thesis
Union Pacific trades at a premium because investors pay for a railroad with few competitors, high margins and steady price increases. It is one of two large railroads in the western United States, and its operating ratio was 59.1% in Q3 2026, the best in the industry by its own measure. Revenue carloads grew 6% in Q3 2026, and diluted EPS rose 16% to $3.49. Investors also pay for the purchase of Norfolk Southern. The deal can create the first railroad from coast to coast, with single-line service on about 10,000 lanes that now use two railroads. For the premium to be earned, four things must be true. The STB must approve the merger without conditions that remove much of its value. Union Pacific expects the deal to close in the second half of 2027. EPS must keep growing at the 3-year target of a high-single-digit to low-double-digit rate through 2027. The operating ratio must improve in the core business, although fuel prices raise it now. After the close, the combined company must carry about $20 billion of new debt and still grow. Comments on the merger are due at the STB on November 18, 2026, and responses on February 16, 2027. The Q4 2026 report, expected in late January 2027, is the next earnings test. The premium can shrink if the STB rejects the merger or adds heavy conditions, if freight volumes fall, or if the integration costs more than planned.
Risks
The STB must approve the Norfolk Southern merger. Shippers, other railroads and unions can oppose it or ask for conditions. A rejection can cost a termination fee of $2.5 billion in some cases, and heavy conditions can lower the value of the deal. The merger needs about $20 billion of cash and about 225 million new shares. New debt makes the balance sheet weaker, and the integration of two large railroads can disrupt service. Freight volumes move with the economy, trade and coal demand. Tariffs or a recession can lower carloads. Carloads fell 4% in Q4 2025 and 1% in Q1 2026 before they rose again. Fuel costs rose 69% in Q3 2026. The fuel surcharge recovers most of this cost with a delay, but high fuel prices raise the operating ratio. A large derailment or a release of hazardous materials can cause large costs and new rules.
Balance sheet
Cash: $3.1B Debt: $30.3B Net debt: $27.2B EBITDA, last 12 months: $13.1B Net debt / EBITDA: 2.1× (medium) Interest cover: 8.6× Undrawn credit line: $2.0B, to May 2031 Debt due within 12 months: $1.3B Union Pacific funds itself mainly with long-term notes. Debt was $30.3 billion at September 30, 2026, down from $31.8 billion at December 31, 2025, and $1.3 billion of it is due within one year. Cash is cash and cash equivalents of $2.2 billion and short-term investments of $0.9 billion. EBITDA is adjusted EBITDA for the 12 months to September 30, 2026, as the company calculates it. Adjusted debt, which adds operating leases, was 2.4 times adjusted EBITDA. Interest cover is operating income divided by interest expense for the first nine months of 2026. The $2.0 billion revolving credit facility runs to May 2031 and was undrawn, and $600 million of the receivables facility was undrawn. Union Pacific paused its buybacks after it agreed to buy Norfolk Southern. It expects to pay about $20 billion in cash for the deal, with new debt and cash from operations. As of 2026-09-30.
Checkpoints
Nov 18, 2026: STB comments on the merger due. Pending. Watch: Comments with few requests for conditions from large shippers and railroads pass; strong opposition or requests for large divestitures fail. Jan 22, 2027 (estimate): Q4 2026 results and 2027 outlook. Pending. Watch: 2026 EPS growth in the high single digits and a 2027 outlook in line with the 3-year EPS target pass; lower volumes or a weaker outlook fail. 2027 (estimate): STB decision on the Norfolk Southern merger. Pending. Watch: Approval with conditions that keep most of the expected benefits passes; a rejection or heavy conditions fail.
Recent events
2026-10-22: Union Pacific reported Q3 2026 results. Revenue rose 15% to $7.2 billion, with 6% more revenue carloads and a higher fuel surcharge. Net income rose 16% to $2.1 billion, and diluted EPS rose 16% to $3.49. The operating ratio was 59.1%; higher fuel prices added 1.4 percentage points. Union Pacific kept its outlook for high-single-digit EPS growth in 2026 and set its 2026 capital plan at $3.5 billion. 2026-10-16: Union Pacific said that Jennifer Hamann plans to retire as Executive Vice President and Chief Financial Officer in early 2027. 2026-09-18: The STB denied motions from several parties that asked it to dismiss the merger application. 2026-08-18: The STB adopted a procedural schedule for the Union Pacific and Norfolk Southern merger and removed the case from abeyance. Comments are due on November 18, 2026, and responses on February 16, 2027. The STB will set the date of a public hearing later. 2026-07-23: Union Pacific reported Q2 2026 results. Revenue rose 12% to $6.9 billion, and diluted EPS rose 7% to $3.36. The operating ratio was 59.7%; higher fuel prices added 1.2 percentage points. 2026-05-28: The STB accepted the revised merger application as complete, but it held the case in abeyance until the railroads gave more information. The railroads completed this information on July 27, 2026. 2026-04-30: Union Pacific and Norfolk Southern filed a revised merger application with the STB, after the STB said on January 16, 2026 that the first application was not complete. 2026-04-23: Union Pacific reported Q1 2026 results. Revenue rose 3% to $6.2 billion, carloads fell 1%, and diluted EPS was $2.87, which includes $36 million of merger costs. 2026-01-27: Union Pacific reported 2025 results. Revenue was $24.5 billion, net income was $7.1 billion and diluted EPS rose 8% to $11.98. The operating ratio was 59.8%, and return on invested capital was 16.3%. 2025-12-19: Union Pacific and Norfolk Southern filed their merger application with the STB. Each Norfolk Southern share will become one Union Pacific share and $88.82 in cash.